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Professional services Agreement with The Prism Music Ground, Inc
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE PRISM MUSIC GROUP, INC FOR THE ACTIVATION AND CULTURAL PROGRAM PLANNING OF THE NORTH BEACH BANDSHELL AND RUE VENDOME PLAZA PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FL AND THE PRISM MUSIC GROUP, INC. FOR THE ACTIVATION AND CULTURAL PROGRAMMING OF THE NORTH BEACH BANDSHELL AND RUE VENDOME PLAZA THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") made on October 9 , 2019 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida, having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (hereinafter called the "City"), and THE PRISM MUSIC GROUP, INC, a Florida for profit corporation, with its principal address 8325 NE 2"d Avenue, #211, Miami, FL 33138 (hereinafter"Prism"). WITNESSETH WHEREAS, on July 2, 2019, the Administration released a Request for Letters of Interest, with a submission deadline of July 19, 2019, for City-sponsored programming in North Beach; and has selected Prism Creative Group to provide the services set forth herein; and WHEREAS, accordingly, the City and Prism have negotiated the following Agreement for the cultural program planning of North Beach; and NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, it is agreed by the parties hereto as follows: The above recitals are true and correct and are incorporated herein by reference as part of this Agreement. SECTION 1. TERM. 1.1 The initial term of this Agreement shall be for a period of one (1) year, commencing on the Effective Date (which shall be defined as the date of execution of this Agreement), and ending at 11:59 p.m. on the first (1St) anniversary of such Commencement Date. At the City Manager's sole and absolute discretion, and provided further that Prism is not in default under this Agreement, the City may extend the term of this Agreement, for three (3) additional one (1) year renewals. For purposes of this Agreement, "Term" shall mean the initial term and any renewal term, if approved by the City Manager, at the City Manager's sole and absolute discretion. 1.2 For purposes of this Agreement, the first "Contract Year" shall be defined as commencing on the Effective Date and thereafter continuing for twelve (12) full calendar 2 months, ending on the last day of the 12`h full calendar month. Thereafter, each subsequent Contract Year shall be defined as that certain 365-day period commencing on the first day of the calendar month following the end of the prior Contract Year. SECTION 2. PROGRAM AREA AND PROGRAM SERVICE ZONE, 2.1 The City hereby grants to Prism the non-exclusive right, during the Term of this Agreement, to perform cultural programming, as described herein, generally, in the following Program Service Zone and, specifically, upon the following Program Areas (hereinafter such areas shall be referred to individually as a Program Area, or collectively as the Program Areas): 2.2 Program Service Zone. The Program Service Zone shall be defined as the North Beach Bandshell, located between 72nd and 73rd Street and the Rue Vendome Plaza, located between 71st Street and Normandy Drive, west of Bay Drive and east of Rue Vendome (individually referred to as a "City Property" or collectively as "City Properties"), as depicted in Exhibit A. incorporated herein by reference and attached hereto. Any modification to the Program Service Zone shall be subject to the prior written approval of the City Manager, in its sole and absolute discretion. 2.3 Program Area. The Program Area shall be defined as designated by the City Manager or Contract Manager (as defined herein), in his or her sole discretion, within the Program Service Zone, to be used exclusively for cultural programming. Within thirty (30) days from the Effective Date of the Agreement, the City Manager or Contract Manager shall approve, in writing, a site plan of the Program Area, which will be incorporated herein and attached hereto as Exhibit B. Any change in the location of the Program Area shall be subject to the prior written approval of the City Manager, in the City Manager's sole and absolute discretion. 2.4 Any amendments to any and all Exhibits to the Agreement must be approved in writing by the City Manager or his designee and, prior to implementation of same, an updated exhibit shall be incorporated herein. As referenced in this Agreement, the City Manager's designee shall be the Director of the City's Tourism, Culture and Economic Development Department ("Contract Manager"). SECTION 3. USES. 3.1 Program Services. Prism shall curate, operate and manage cultural programming for the Program Areas. Programming shall be described as high quality curated events that touch on the creative pillars of music, cinema, visual arts, wellness, cuisine and the small artisanal business community, as particularly described in Exhibit D (The "Program"), and may include any such additional events or programs as may be approved by the City Manager. The 3 Program shall activate and enhance the Program Service Zone and the immediately surrounding community and create a family-friendly, safe environment without diminishing its commercial energy, further enhancing its reputation as one of the world's most iconic destinations and thoughtfully highlighting its internationally acclaimed architecture, park, and beach. The Program should establish a curatorial vision that incorporates music, culture, arts and entertainment. Notwithstanding the City's approval of the Program Areas and future approval of the location of any Facilities (as defined in subsection 3.2). such approval is given by the City solely in its proprietary capacity, and not in its regulatory capacity. Notwithstanding such proprietary City approval, Prism acknowledges and agrees that proposed locations of a Program Area or the location of a Facility within an agreed upon Program Area may also trigger and require review and approval by one (or more) of the City's regulatory bodies. Accordingly, in such circumstances, Prism shall be required, at its sole cost and expense, to obtain any and all required final, non- appealable development approvals and/or orders, prior to implementation of said Facility in the approved Program Areas. 3.2 Facilities. 3.2.1 Operation of the Program shall generally include stages, seating, lighting, booths, tents, tables, signs, or spaces(s)(collectively, "Facilities"). The Facilities shall take place in conformance with the site plan approved in Exhibit B. Prism further agrees that it will not alter or modify its site plan without the prior written consent of the City Manager or his/her designee. 3.2.2 Prism shall provide, at its sole cost and expense, any and all design services including, but not limited to, architectural and engineering services, as reasonably required in connection with the permitting, approval, and installation of the Facilities. 3.2.3 The design, type, material, and color of any and all Facilities shall be approved in writing by the City's Planning Department prior to the Commencement Date. Thereafter, Prism shall not change, alter, or modify the design, type, material, and color of any such City-approved Facilities without the prior written consent of the Contract Manager. 3.2.4 The condition and quality of Prism's Facilities shall at all times be maintained in a manner that is consistent with the condition and quality of similar facilities in first- class cultural activations. It is the City's intent, and Prism hereby agrees and acknowledges, to develop and promote a world-class cultural activations similar to those found in other first-class resort and beach communities comparable to the City of Miami Beach. Accordingly, Prism shall, at a minimum, ensure that all Facilities placed within the Program Area are well-maintained and in usable condition, but shall also adhere to the high, ongoing maintenance standards for same, consistent 4 with the aforementioned conditions and standards of quality. 3.3 Additional Facilities. Notwithstanding any provisions to the contrary herein, and subject further to approval by the City, which approval shall be at the City Managers sole and absolute discretion, the City shall be solely responsible for determining the need (if at all) for installation of additional Facilities on the City Property, based on usage and operational load. In the event that the City determines, and Prism agrees, that there is a need for installation of additional Facilities on the City Property, the City, in its sole discretion, shall determine the additional Program Area (or Areas) for such Facilities, and Exhibit B hereto shall be amended accordingly to identify any such additional Program Area(s). 3.4 Removal of Facilities at City's Request. Notwithstanding the approval of the installation of any Facilities, within a designated Program Area, the City Manager, at the City Manager's sole and absolute discretion, may request the removal of any Facilities, when the City Manager, in the City Manager's sole and absolute discretion, deems that the service of a particular Facility is no longer required. Except in the case where exigent circumstances exist, which in the City Manager's reasonable discretion require a shorter response time, the City shall provide Prism with thirty (30) days written notice of such request ("Request for Removal"). Upon receipt of a Request for Removal, Prism shall remove said Facility in conformance of the terms set forth in Subsection 15.7. 3.5 Price Schedules. Prism agrees that no fees shall be charged to attendees for outdoor cultural programming. Any changes to these fees must be approved, in writing, by the City Manager. The City shall have the final right of approval for any change in the fees, but said approval shall not be arbitrarily or unreasonably exercised. 3.6 Program Activations. 3.6.1 The quality of cultural programming offered by Prism will be first-rate and comparable to activations available in parks in other first-class resort and beach communities similar to Miami Beach (or, at a minimum, to the quality of cultural programming being offered within the City). 3.6.2 City Approval of Items. In the event that the City determines, at its sole option and discretion, that any of the cultural programs are no longer permitted, then the City may revoke Prism's right to provide such programming, upon thirty (30) days written notice to Prism. 3.7 Electricity Usage. 3.7.1 North Beach Band Shell. It is anticipated that Prism will utilize or require electricity for programming taking 5 place at the North Beach Bandshell. Prism, at its sole cost and expense, shall provide quiet (whisper)generators for use of activations requiring electricity. Prism shall use generators in accordance with all applicable City Code requirements, and shall not create a fire hazard or connect to any electric outlets or power sources. Prism must provide its own power sources, if any is required, and the proposed number and quality of generators used must be approved in writing by the Contract Manager. 3.7.2 Rue Vendome Plaza. For Rue Vendome Plaza, Prism shall remit to the City, an amount equal to five dollars ($5.00) Dollars per day, plus applicable sales and use tax, for each vendor location that proposes to use electricity at the Rue Vendome Plaza. SECTION 4. COMPENSATION 4.1 Compensation. 4.1.1 Compensation and Schedule of Payments. City agrees to pay Prism, in the manner specified in Section 4.1.3 and Exhibit E (Compensation and Schedule of Payments) hereto, the amount not to exceed Forty-Four Thousand Five Hundred Dollars and No Cents ($44,500.00), which amount shall be the total compensation to Prism for the Program. 4.1.2 Invoices Prism may submit invoices for compensation in accordance with the schedule for payments set forth in Exhibit E. An original invoice shall be submitted to the Contract Manager within fifteen (15) days of the end of the month, except the final invoice, which must be received no later than thirty(30)days after completion of all Work. Invoices shall designate the nature and portion of the Work performed (percentage of completion). All invoices must be signed off and approved by the Contract Manager as a condition of approval for payment by City. A written program description report shall accompany each invoice, describing the Work completed during that period. Photographic documentation demonstrating the Work shall also be included with each invoice. 4.1.3 Payments City shall pay Prism (but only for Work satisfactorily performed and accepted by the Contract Manager), within thirty (30) calendar days of receipt by the City of Prism's proper invoice. Invoices shall be submitted by Prism to the City as follows: Brandi Reddick, Cultural Affairs Manager City of Miami Beach Tourism, Culture and Economic Development 6 1755 Meridian Avenue, 5' Floor Miami Beach, FL 33139 brandireddick c(D.miamibeachfl.gov 4.1.4 Notwithstanding any provision of this Agreement to the contrary, City may, at the sole and responsible discretion of the Contract Manager, withhold a portion of any or all payments due under the Agreement, to the extent necessary to protect itself from loss on account of inadequate or defective Work which has not been accepted by Contract Manager, or which has not been remedied or resolved in a manner satisfactory to Contract Manager. 4.1.5 Payment shall be made to Prism at: Isabella Acker Founder and Curator of Culture Prism Creative Group 8325 NE 2nd Ave., #211 Miami, FL 33138 Email: isabella@prismcreativegroup.com 4.1.6 Business Tax Receipt. Prism shall obtain, at its sole cost and expense, any business licensing required by the City for its proposed operations. For purposes of this Agreement, Prism shall obtain a business tax receipt for the "Agents, Broker, Dealers..." category. SECTION 5. CHANGES IN SCOPE OF SERVICES 5.1 Any significant changes in the scope of services for the Program, or location of the Program Area; or to Prism's compensation; or any other material changes in the terms and conditions of the Agreement, must be approved in writing as an amendment to this Agreement; must be executed by the parties; and is further subject to approval by the City Manager or City Commission, as applicable, prior to implementation of same. City acknowledges that, due to the nature of his practice, Prism may make changes to the cultural programming while working on site, but will communicate with the Contract Manager about such changes. Any such changes would only require an amendment to this Agreement if the resulting Program is materially different from the design maquette approved by City. SECTION 6. MAINTENANCE AND EXAMINATION OF RECORDS. 6.1 City's Contract Manager. Except for those responsibilities expressly set forth in this Agreement for, respectively, the City Commission and/or the City Manager, the City Contract Manager for purposes of this 7 Agreement shall be the Director of Tourism and Culture. 6.2 Prism shall maintain current, accurate, and complete financial records (on an accrual basis) related to its operations herein. Systems and procedures used to maintain these records shall include a system of internal controls and all accounting records shall be maintained in accordance with generally accepted accounting principles and shall be open to inspection and audit by the City Manager or the City's Contract Manager, upon reasonable prior notice, whether verbal or written, and during normal business hours. Such records and accounts shall include, at a minimum, a breakdown of gross receipts, expenses, and profit and loss statements; and such other records shall be maintained as would be required by an independent CPA in order to audit a statement of annual gross receipts and profit and loss statement pursuant to generally accepted accounting principles. SECTION 7. INSPECTION AND AUDIT. 7.1 Prism shall maintain its financial records pertaining to its operations herein for a period of three (3) years after the expiration or other termination of this Agreement, and such records shall be open and available to the City Manager or Contract Manager, as deemed necessary by them. Prism shall maintain all such records at its principal office, currently located at 8325 NE 2nd Avenue, #211, Miami, FL 33138, or, if moved to another location, all such records shall be relocated, at Prism's expense, to a location in Miami, within ten (10) days' notice (written or verbal)from the City. 7.2 The City Manager or Contract Manager shall be entitled to audit Prism's records pertaining to its operations, as often as he deems reasonably necessary throughout the Term of this Agreement, and three (3) times within the three (3) year period following termination of the Agreement (regardless of whether such termination results from the natural expiration of the Term or for any other reason). The City shall be responsible for paying all costs associated with such audits, unless the audit(s) reveals a deficiency of five (5%) percent or more in Prism's statement of gross receipts for any year or years audited, in which case Prism shall pay to the City, within thirty (30) days of the audit being deemed final by the City, the cost of the audit and a sum equal to the amount of the deficiency revealed by the audit, plus interest. 7.3 Upon request of the City, Prism may be asked to submit at the end of each Contract Year (throughout the Term), an annual statement of gross receipts related solely to activities funded through this Agreement, in a form consistent with generally accepted accounting principles. 7.4 It is Prism's intent to stay informed of comments and suggestions by the City regarding performance under the Agreement. Within thirty (30) days after the end of each Contract Year, upon written notice from the City Manager, Prism shall meet with the City Manager or Contract Manager to review performance under the Agreement for the previous Contract Year. At the meeting, Prism and City may discuss quality, operational, programmatic, and any other issues regarding performance under the Agreement. 8 SECTION 8. TAXES. ASSESSMENTS, 8.1 Prism agrees and shall pay before delinquency all taxes and assessments of any kind levied or assessed upon a Program Area or the Program Areas, and/or on Prism by reason of this Agreement, or by reason of Prism's business and/or operations within a Program Area or Areas. Prism will have the right, at its own expense, to contest the amount or validity, in whole or in part, of any tax by appropriate proceedings diligently conducted in good faith. Prism may refrain from paying a tax to the extent it is contesting the imposition of same in a manner that is in accordance with law. However, if, as a result of such contest, additional delinquency charges become due, Prism shall be responsible for such delinquency charges, in addition to payment of the contested tax, if so ordered. Prism shall also be solely responsible (at its sole cost and expense) for obtaining and maintaining current any applicable licenses or permits, as required for the operations contemplated in this Agreement including, without limitation, any occupational licenses required by law for the proposed uses contemplated in Section 3 and for each Program Area (if required). 8.2 Procedure If Ad Valorem Taxes Assessed. If ad valorem taxes are assessed against a Program Area or the Program Areas (or any portion thereof) by reason of Prism's business and/or operations thereon, Prism shall be solely responsible for prompt and timely payment of same. SECTION 9. EMPLOYEES AND INDEPENDENT CONTRACTORS, 9.1 Prism's Employees. 9.1.1 Prism shall select, train and employ such number of employees or contractors as is necessary or appropriate for Prism to satisfy its responsibilities hereunder. Prism shall be the sole authority to hire, terminate, and discipline any and all personnel employed by Prism. Prism shall use its best efforts to hire employees and/or contractors for the Program from City of Miami Beach cultural institutions. 9.1.2 Prism's Contract Manager. Prism shall designate a competent full-time employee to oversee the day-to-day operations, and who shall act as the contract administrator for the Program and serve as Prism's primary point-person with the City. This individual shall have the requisite amount of experience in operating, managing, and maintaining the Program and operations contemplated herein. The employee shall be accessible to the City Manager or Contract Manager at all reasonable times during normal business hours (8:00 A.M. to 5:00 P.M.) to discuss the management, operation, 9 and maintenance of the Program, and during the hours of 8:00 A.M. and 2:00 A.M. in the event of an emergency. Consistent failure by the employee to be accessible shall be reported to Prism's principal(s), and if not rectified, shall be grounds for replacement of the employee. 9.1.3 Identification Badges. Prism's employees and/or contractors shall wear identification badges approved by the City Manager or Contract Manager, during all hours of operation when such employee or contractor is acting within the scope of such employment or such contractor relationship. All employees and/or contractors shall observe all the graces of personal grooming. Prism shall hire people to work in its operation who are neat, clean, well groomed, and who shall comport themselves in a professional and courteous manner. Prism and any persons hired or otherwise retained by Prism, shall never have been convicted of a felony. 9.2 Vendor Selection / Priority for Miami Beach Merchants and Cultural Organizations 9.2.1 Prism shall be solely responsible for the selection, oversight, and supervision of any vendor operating within the Program Area as part of the Program. Prism will endeavor to match vendors and programming with appropriate locations. 9.2.2 Prism shall offer City-licensed merchants and Cultural Organizations the opportunity to participate as vendors or cultural producers Prism will use best efforts to ensure that City-licensed merchants and Cultural Organizations are contacted and that marketing of programming availability is disseminated throughout the City, including, but not limited to, advertising in print newspapers,journals, websites, etc. 9.2.3 Prism will keep and make available to the City for inspection, upon notice by the City, detailed vendor records, including vendor name, address, telephone numbers, qualifications, experience, and the proposed goods and services to be offered for sale by its vendors. SECTION 10. SCHEDULE OF OPERATION. 10.1 Proiect Schedule. Within thirty (30) days from the Effective Date, Prism and City shall mutually agree upon a detailed written schedule for the Program. Said schedule, when completed, shall be attached and incorporated as Exhibit D hereto (as approved, the "Program Schedule"). The Program Schedule, or specific dates therein, may be extended by the City Manager or Contract Manager, in writing, in his or her sole discretion, upon written request from Prism, which notice shall state the reason for the request and the anticipated period of time requested. 10.2 Prism shall operate the Program in accordance with the schedule outlined below, weather or events of force majeure permitting. 10 10.2.1 Day of Operation: To be determined based on Programmatic needs 10.2.2 Hours of Operation: Set-Up: No earlier than 8 AM Move-Out: No later than 11 PM 10.2.3 During the move-out period, Prism will remove all Facilities and any other items used in connection with its programmatic operations 10.3 Changes to Operational Days and/or Hours. 10.3.1 If the City Manager or Contract Manager deems that changes in demand require modification of Program operations, the City shall provide Prism with a minimum of two (2) weeks prior written notice before implementing a specified change in operation. 10.3.2 If Prism desires a change in the Program's days or hours of operation, Prism shall provide the City with a minimum of two (2) weeks prior written notice requesting said modification of operational days or hours. Such request by Prism shall be subject to the City Manager's written approval, which shall not be unreasonably withheld. SECTION 11. MAINTENANCE. REPAIR and OPERATION. Prism accepts the use of any and all Program Areas provided in this Agreement "AS IS," "WHERE IS," and "WITH ALL FAULTS," existing as of the Effective Date. 11.1 Prism accepts the use of any and all Program Areas provided in this Agreement "AS IS," "WHERE IS," and "WITH ALL FAULTS," existing as of the Effective Date. In addition to the specific procedures set forth in Subsection 3.2 for the design, fabrication, construction, and installation of the Facilities, Prism shall also be solely responsible (including cost) and shall pay for the design, fabrication, construction, and installation of any and all Program Area improvements to a Program Area or Areas, including all site preparation costs, with the exception of the electrical system installation, as defined in Subsection 3.2.3. 11.2 Public Right-of-Way. The City and Prism agree and acknowledge that the public's use of the public right-of-way is a prime consideration and must be balanced accordingly with Prism's proposed operations. The right-of-way is for the use and enjoyment of the public and the public's right to such use shall not be infringed upon by any activity of Prism. Upon execution of this Agreement, Prism acknowledges that all of the rights-of-way within the Program Area 11 are public, and as such, Program operations for Rue Vendome and North Beach Bandshell must not restrict, or appear to restrict, access to the general public, or in any way limit the public nature or ambiance of the adjacent area. Prism will conduct its operations so as to maintain a reasonably quiet and tranquil environment for the adjacent area, and make no public disturbances. No vehicular traffic or parking will be permitted on the public right-of-way or the Program Area unless specifically authorized by the Contract Manager. Vehicles and trailers belonging to Prism, including its employees, contractors, agents, vendors, and/or other third parties, shall be permitted on the street adjacent to the Program Area and public right-of-way, only for set up and removal of the Program operations, and any and all such vehicles must be removed from the public right-of-way immediately thereafter. Anyone operating a vehicle for these purposes shall have a current and valid driver's license. The bagging of parking meters for the Program is not permitted. If use of parking spaces within the Program Area is needed in connection with the operation of the Program, and approved by prior written consent of the City Manager or his/her designee, Prism will be required to pay for appropriate costs associated for the bagging of parking meters. 11.3 Orderly Operation. Prism shall maintain a neat and orderly operation at all times and shall be solely responsible for the necessary housekeeping services to properly maintain the Program Areas and any Facility thereon. 11.4 Maintenance/Repair. During the Term, Prism, its employees, agents, contractors and vendors may enter upon the Program Service Zone only during the operational times listed in Subsection 9.2, for purposes of installing, inspecting, servicing, and maintaining the Program Area. Prism, at its sole cost and expense, shall install, inspect, service and maintain the Program Area (as required to operate the Program) including, without limitation, the Facilities. Prism shall be solely responsible for the day to day operation, maintenance, and repair of the entire Program Area and Facilities. Prism shall maintain the Program Areas and any Facilities thereon in good condition and proper working order. Prism shall keep all Program Areas and Facilities free of graffiti. 11.5 Garbage Receptacles. With respect to litter, garbage, and debris removal, Prism shall also provide, at its sole cost and expense, receptacles within the confines of the Program Area, and shall provide a sufficient number of these receptacles for use by Prism, its vendors, and the public that patronizes the Program. Determination of the number of receptacles shall be within the Contract Manager's sole discretion and Prism agrees to be bound by same. 12 Disposal of the contents of said receptacles and removal of litter, garbage, and debris within the Program Area shall be accomplished by the end of the day on all days of operation. Any costs for removal of the contents of said trash receptacles by the City, as a result of the Prism's failure to do so, shall be passed onto Prism. The dumping or disposal of any refuse, trash, or garbage, generated by or as a result of the program operations, into any City trash receptacle by Prism, including its employees, contractors, or vendors, is strictly prohibited. 11.6 Pressure Cleaning. Prism agrees to reimburse the City for the cost and expense of pressure cleaning the Program Area, including all abutting sidewalks and public rights-of-way adjacent thereto, in the annual amount of One Hundred ($100.00) Dollars, if necessary. 11.7 Emergency Evacuation Plan. Prism agrees that the Facilities and any other items used in its programmatic operations will be immediately removed from the Program Area upon the issuance of a hurricane warning by the Miami-Dade County Office of Emergency Management, and stored by Prism at a private, off-site location. 11.8 No Dangerous Materials. Prism agrees not to use or permit the storage and/or use of gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar substances, combustible materials, or explosives of any kind, or any substance or thing prohibited in the standard policies of fire insurance companies in the State of Florida, on or within any of the Program Areas, or on any City property and/or right of way. Prism shall indemnify and hold City harmless from any loss, damage, cost, or expense of the City, including, without limitation, reasonable attorney's fees, incurred as a result of, arising from, or connected with the placement by Prism of any "hazardous substance" or "petroleum products" on, under, in or upon the Program Areas as those terms are defined by applicable Federal and State Statute, or any environmental rules and environmental regulations promulgated thereunder; provided, however, Prism shall have no liability in the event of the willful misconduct or gross negligence of the City, its agents, servants or employees. The provisions of this Subsection 10.8 shall survive the termination or earlier expiration of this Agreement. 11.9 Inspection. Prism agrees that any Program Area (including, without limitation, any Facility thereon) may be inspected at any time by the City Manager or Contract Manager, or by any other municipal, County, State officer, or officers of any other agency(ies) having responsibility and/or jurisdiction for inspections of such operations. Prism hereby waives all claims against the City for compensation for loss or damage sustained by reason 13 of any interference with the program operation as a result of inspection by any public agency(ies) or officials, (including, without limitation, by reason of any such public agency or official in enforcing any laws, ordinances, or regulations as a result thereof). Any such interference shall not relieve Prism from any obligation hereunder. 11.10 Management and Security. 11.10.1 Prism shall be solely responsible providing any security, as it may deem required in its judgment and discretion, to protect the Program Area and any of the facilities and vendor goods, merchandise and/or other property. Under no circumstances shall the City be responsible for any stolen or damaged goods, merchandise, Facilities, and/or any other property, nor shall City be responsible for any stolen or damaged personal property of Prism's employees, contractors, vendors, patrons, guests, and/or other third parties. 11.10.2 Supervisory Manager. Prism shall provide an onsite supervisory manager in the Program Area at all times during which programming is occurring. Prism's supervisory manager must also be present during the set-up and move-out periods. 11.10.3 Policing Services. Prism agrees to provide off-duty police services ("Policing Services"), as required pursuant to City policy or applicable law, at such time or as may be required in special circumstances as they may arise. Upon contract execution, Prism is required to provide one off-duty police officer during all program operational hours. Should the City, in its sole discretion, hereinafter deem that a modification to the Policing Services is warranted, the City shall provide notice to Prism, who shall immediately thereafter implement said modification to the Policing Services. 11.11 Nonexclusive Use. Prism understands and agrees that there exist other businesses, establishments, operations, and events which are ongoing, or may occur from time to time, within or in close proximity to the Program Area. As such, Prism agrees that it will use its best efforts to cooperate and coordinate with said businesses, establishments, operations and events so as to minimize the impact to the respective parties. 11.12 Conflict Resolution. 11.12.1 Prism recognizes and understands that conflicts may arise with or among one or more of the following parties during the Term of this Agreement: North Beach or Rue Vendome merchants, businesses, or residents; vendors; the general public; and/or Prism. 11.12.2 In the event that the City receives notice of any conflict, whether verbally or in writing, the City will communicate said information to the Prism as quickly as practicable. In the event of a conflict between Prism and any of the 14 aforementioned entities regarding any of Prism's operations, upon Prism's receipt of notice of same, whether written or verbal, resolution of said conflict shall be addressed in the following manner: 1. Prism shall meet with the conflicted party and endeavor, using its best efforts and good faith, to resolve the conflict to the satisfaction of all parties concerned within fourteen (14) calendar days from receipt of notice. 2. In the event the conflict cannot be resolved as stated in Number 1 above, then Prism shall provide written notice to the conflicted party, (with copy to the City Manager's designee) with a date on which to meet with the City Manager's designee, to address the conflict. At that time, the City Manager's designee will recommend a resolution. The City Manager's designee shall endeavor to set a meeting date within fourteen (14) calendar days of receipt of a copy of the written notice to the conflicted party. 3. In the event the resolution recommended by the City Manager's designee is not acceptable to the Prism or the conflicted party, the City Manager's designee shall inform the City Manager, and provide him with the pertinent details of the conflict. The City Manager may make a determination as to whether he concurs with the designee's recommendation; offer an alternate resolution; or choose to meet with Prism and the conflicted party to get additional information prior to making a final determination. Notwithstanding the foregoing, the City Manager's final determination, will be binding upon Prism, and Prism shall agree to be bound by same. 11.12.3 Prism understands and agrees that the foregoing conflict resolution process is not applicable to any conflict that may arise between the City and the Prism under this Agreement, or to conflicts outside of the City's purview, control, or jurisdiction. SECTION 12. INSURANCE, 12.1 Prism shall not commence any work and/or services under this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. Additionally, Prism shall comply with any additional(including more onerous) insurance requirements prescribed by the Special Event Permit for each event. Prism shall carry and maintain the following insurance coverages during the Term of this Agreement: INSURANCE REQUIREMENT A. Worker's Compensation Insurance as required by Florida, with Statutory limits and Employer's Liability Insurance, per accident for bodily injury or disease. B. Commercial General Liability Insurance on an occurrence basis, contractual 15 liability, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $1,000,000 combined single limit per occurrence, for bodily injury and property damage. D. Professional Liability (Errors & Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $1,000,000. 12. 2 Additional Insured Status The City of Miami Beach must be covered as an additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant. 12.3 Waiver of Subrogation Contractor hereby grants to City of Miami Beach a waiver of any right to subrogation which any insurer of the Consultant may acquire against the City of Miami Beach by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Miami Beach has received a waiver of subrogation endorsement from the insurer. 12.4 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Miami Beach Risk Management Office. 12.5 Verification of Coverage Consultant shall provide the required insurance certificates, endorsements or applicable policy language effecting coverage required by this Section. All certificates of insurance and endorsements are to be received prior to any work commencing. However, failure to obtain the required coverage prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Miami Beach reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 12.6 Special Risks or Circumstances The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Certificate Holder CITY OF MIAMI BEACH do RISK MANAGEMENT 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139 Compliance with the foregoing requirements shall not relieve the Consultant of his liability and obligation under this section or under any other section of this agreement. 16 SECTION 13. INDEMNITY. 13.1 Prism shall indemnify, hold harmless and defend the City, its officials, directors, members, employees, contractors, agents, and servants from and against any and all actions (whether at law or inequity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from: (1) wholly or in part from the negligent acts, errors, omissions or other misconduct of Prism, its officers, director, members, employees, agents, contractors, subcontractors, or any other person or entity acting under Prism's control or supervision; (2) Prism's breach of the terms of this Agreement or its representations and warranties herein; (3) the operation of the Program; or (4) the use of the Program Area Facilities by the City, its employees, guests, (licensees or invitees) or the general public. To that extent, Prism shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. 13.2 Prism shall indemnify, hold harmless and defend the City, its officials, directors, employees, contractors, agents, and servants from and against any claim, demand or cause of action of whatever kind or nature arising out of any misconduct of Prism, its officials, directors, employees, contractors, agents, and servants not included in the paragraph in the subsection above and for which the City, its officials, directors, employees, contractors, agents, and servants are alleged to be liable. 13.3 Subsections 13.1 and 13.2 shall survive the termination or expiration of this Agreement. SECTION 14. FORCE MAJEURE. 14.1 Neither party shall be obligated to perform hereunder and neither party shall be deemed to be in default if performance is prevented by: a. Any act or chain of related acts resulting in destruction, vandalism or theft of Facilities which render at least fifty (50%) percent of the Program Areas unusable at any one point in time and which is not caused by negligence of Prism; b. Earthquake; hurricane; flood; act of God; direct act of terrorism; or civil commotion occurring which renders at least fifty (50%) percent of the Program Areas unusable; and c. Any law, ordinance, rule, regulation or order of any public or military authority stemming 17 from the existence of economic or energy controls, hostilities, or war which renders at least fifty (50%) percent of the Program Areas unusable. 14.2 Labor Dispute. In the event of a labor dispute which results in a strike, picket, or boycott affecting at least fifty(50%)percent of the Program Areas, Prism shall not thereby be deemed to be in default or to have breached any part of this Agreement, unless such dispute shall have been caused by illegal labor practices or violations by Prism of applicable collective bargaining Agreements (and there has been a final determination of such fact which is not cured by Prism within thirty(30) days). 14.3 Waiver of Loss from Hazards. Prism hereby expressly waives all claims against the City for loss or damage sustained by the Prism resulting from any Force Majeure and Labor Dispute contemplated in Section 14 above, and Prism hereby expressly waives all rights, claims, and demands against the City and forever releases and discharges the City of Miami Beach, Florida, from all demands, claims, actions and causes of action arising from any of the aforesaid causes. SECTION 15. DEFAULT AND TERMINATION. Subsections 15.1 through 15.4 shall constitute events of default under this Agreement. An event of default by Prism shall entitle the City to exercise any and all remedies described as City's remedies under this Agreement, including but not limited to those set forth in Subsection 15.5. 15.1 Bankruptcy. If either the City or Prism shall be adjudged bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of either party shall be appointed, or if any receiver of all or any part of the business property shall be appointed and shall not be discharged within sixty (60) days after appointment, or if either party shall make an assignment of its property for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted, Federal, State, or otherwise, or if such petitions shall be filed against either party and shall not be dismissed within sixty (60) days after such filing, then the other party may immediately, or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 15.2 Default in Payment. If any payment and accumulated penalties are not received within ten (10) days after the payment due date, and such failure continues five (5)days after written notice thereof, then the City may, without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. 18 15.3 Non-Monetary Default. In the event that Prism or the City fails to reasonably perform or observe the non-monetary covenants, terms or provisions under this Agreement, and such failure continues thirty(30) days after written notice thereof from the other party hereto, such non-defaulting party may immediately or at any time thereafter, and without further demand or notice, terminate this Agreement without being prejudiced as to any remedies which may be available to it for breach of contract. In the event that a default is not reasonably susceptible to being cured within such period, the defaulting party shall not be considered in default if it shall, within such period, commence with due diligence and dispatch to cure such default and thereafter completes with dispatch and due diligence the curing of such default, but in no event shall such extended cure period exceed ninety(90) days from the date of written notice thereof. In the event Prism cures any default pursuant to this subsection, it shall promptly provide the City Manager with written notice of same. 15.4 The failure of the Program to be operational for scheduled dates shall constitute a default under this Agreement. 15.5 City's Remedies for Default. If any of the events of default, as set forth in this Section, shall occur, the City may, after expiration of the cure periods, as provided above, at its sole option and discretion, institute such proceedings as in its opinion are necessary to cure such defaults and to compensate City for damages resulting from such defaults, including but not limited to the right to give to Prism a notice of termination of this Agreement. If such notice is given, the term of this Agreement shall terminate upon the date specified in such notice from City to Prism. On the date so specified, Prism shall then quit and surrender the Program Area(s) to City pursuant to the provisions of Subsection 15.7. Upon the termination of this Agreement, all rights and interest of Prism in and to the Program Area(s)and to this Agreement, and every part thereof, shall cease and terminate. In addition to the rights set forth above, the City shall have the rights to pursue any and all of the following: 15.5.1 the right to injunction or other similar relief available to it under Florida law against Prism; and/or 15.5.2 the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from Prism's default. 15.6 If an event of default by the City shall occur, Prism may, after expiration of the cure periods, as provided above, terminate this Agreement upon written notice to the City. Said termination shall become effective upon receipt of a written notice of termination by the City, but in no event shall Prism specify a termination date that is less than sixty(60) days from the date of the written termination notice. On the date specified in the notice, Prism 19 shall quit and surrender the Program Area(s) to City pursuant to the provisions of Subsection 15.7. 15.7 Surrender of Program Areas / Removal of Facilities. Upon expiration, or earlier termination of this Agreement including partial termination, Prism shall surrender the Program Areas in the same condition as the Program Areas were prior to the Effective Date. The City shall grant Prism the right, upon the termination or earlier expiration of this Agreement, to enter upon the City Property locations, pursuant to an agreed upon schedule, executed by the parties, for the removal of the Facilities contained therein ("Removal Schedule"). Prism shall, at its sole expense and at no charge to the City, remove all Facilities from the Program Areas, (as well as any other permanent or fixed improvements installed by Prism): (1) no later than thirty (30) days after the conclusion of the Term, (or from the date of other termination of this Agreement), or(2)the scheduled removal date as set forth in the Removal Schedule for each City Property location, whichever is later, unless a longer time period is agreed to, in writing, by the City Manager. Prism shall coordinate the removal of the Facilities with the City and shall also, in conjunction with such removal, at its sole cost and expense, restore the City Property to its original (or better) condition prior to the Effective Date of this Agreement, including repairing any damage caused from such removal (the removal of the Facilities and restoration of the Program Areas shall be collectively referred to herein as the "removal process"). Prism shall perform the Removal Process in such a way as to minimize interference with the operation of the City Property. Prism's obligation to observe or perform this covenant shall survive the expiration or other termination of this Agreement. Continued occupancy of any Program Areas after termination of the Agreement (unless otherwise agreed to pursuant to the signed Removal Schedule) shall constitute trespass by the Prism, and may be prosecuted as such. In addition, Prism shall pay to the City One Thousand ($1,000.00) Dollars per day per Program Area as liquidated damages for such trespass and holding over. 15.8 Substitute Performance. In the event that Prism fails to properly perform the removal of any Facility and restoration of the Program Areas to their original condition in accordance with the terms of the Agreement, then the City shall have the right to undertake and/or purchase, as the City Manager deems appropriate, any such supplies, materials, services, etc., covered herein and to charge Prism for all actual costs thereby incurred by the City. Prism shall be responsible for paying all of said costs. 15.9 Thirty (30) Day Termination for Convenience. Notwithstanding anything herein to the contrary, the City may cancel this Agreement, without cause and without liability to the City, at any time during the Term, upon thirty (30) days written notice to Prism. Upon receipt of the City's notice, Prism shall promptly commence removal of any and all Facility in accordance with Subsection 15.7 hereof. SECTION 16. ASSIGNMENT. 20 16.1 Prism shall not assign all or any portion of its costs or obligations under this Agreement without the prior written consent of the City Commission, in its sole discretion. Prism shall notify the City Manager of any proposed assignment, in writing, at least sixty (60) days prior to the proposed effective date of such assignment. In the event that any such assignment is approved by the City Commission, the assignee shall agree to be bound by all the covenants of this Agreement required of Prism. 16.2 Prism shall notify the City Manager or his designee of any proposed transfer, prior to consummation of same and the City or the City Manager or his designee, as applicable, shall respond within thirty (30) days. In the event that any such transfer is approved, the transferee shall agree to be bound by all the covenants of this Agreement required of the transferor hereunder. Any transfer made without complying with this section shall be null, void, and of no effect and shall constitute an act of default under this Agreement. Notwithstanding any such consent, or any permitted transfer under any provision of this section, unless expressly released by the City, Prism shall remain jointly and severally liable (along with each approved transferee, who shall automatically become liable for all obligations of the transferor hereunder with respect to that portion of the Agreement so transferred), and the City shall be permitted to enforce the provisions of this Agreement directly against Prism or any transferee of the Prism without proceeding in any way against any other person. For purposes of this Section 16, Prism's selection of vendors, artists or cultural performers shall not be deemed a transfer. SECTION 17. SPECIAL EVENTS. 17.1 Prism's proposed uses contemplate the production, promotion, or sponsorship by Prism of special events in the Program Area. As such, Prism shall abide by the City's Special Events Permit Requirements and Guidelines, as same may be amended from time to time. For any use, other than those permitted for in this Agreement, a Special Events Permit may be required and shall be obtained through the City's Department of Tourism, Culture and Economic Development Department. The City Manager's prior written authorization must be obtained for any such special event. In the event that a special event and/or film permit is requested by an entity, other than Prism, and the proposed special event and/or film production is scheduled to occur within all or a portion of the Program Area during Prism's hours of operation, Prism agrees to cooperate with the City and the special event permit applicant to allow use of the Area during the period of the special event, including set-up and break-down time. 17.2 City Special Events. Notwithstanding Section 17 hereof, and in the event that the City Manager, in his/her sole discretion, deems that it would be in the best interest of the City, the City reserves the right to displace Prism for City produced special events and/or other City produced productions. 21 In such cases, the City may request that Prism cease and desist operations during the time of, and in the area of, the special event and/or production, and Prism shall not operate during said time. If Prism is not required to close, Prism shall only be allowed to have in operation its normal daily complement of Facilities and vendors. "Normal" shall be defined as Facilities and vendors that Prism has available for the public. Such Facilities, Program and vendors shall not be increased during special events and/or productions without the prior written permission of the City Manager or his/her designee. Notwithstanding anything to the contrary, if a special event occurs in all or any portion of any Program Area, Prism shall not be liable for any charge, fee or other expense, governmental or otherwise, in connection with such special event. 17.3 Street Vendors/ Street Performers. Any locations within the Program Area identified by the City for non-Prism sponsored street vendors and/or street performers, in accordance with City Ordinance No. 2002-3366, as may be amended from time to time, or otherwise in accordance with the City's respective rules, regulations, and guidelines associated therewith, as same may also be amended from time to time, are excluded from this Agreement, and Prism shall not interfere or otherwise prohibit said street vendors and/or street performers' activities upon such designated portions of the public right-of-way. Similarly, Prism shall not prohibit or otherwise interfere with the activities of any street vendors and/or street performers who may not be part of a City of Miami Beach permitted process, but who may have certain constitutionally protected rights to perform and/or offer for sale their wares on public rights-of-way. SECTION 18. SPONSORSHIPS, 18.1 The City reserves unto itself all present and future rights to negotiate all forms of endorsement and/or sponsorship agreements based on the marketing value of any City trademark, property, brand, logo and/or reputation. Any and all benefits derived from an endorsement and/or sponsorship agreement based on the marketing value of a City of Miami Beach trademark property, brand, logo and/or reputation, shall belong exclusively to the City. Prism shall be specifically prohibited from entering into, or otherwise creating any, sponsorships and/or endorsements with third parties which are based solely or in any part on the marketing value of a City trademark, property, brand, logo and/or reputation. 18.2 It is further acknowledged that the name, likeness, equipment, concepts, logos, designs and other intellectual property rights of Prism shall remain in the exclusive possession and control of Prism at all times; provided, however, that Prism hereby grants City an irrevocable license to use any Prism trademark, brand, and/or logo, for purposes of the City's promotion of the Program and including, without limitation, the right to use such trademarks, brand, and/or logo in all media (for such public marketing purposes) whether now existing or as may exist in the future. SECTION 19, NO ADVERTISING / PROMOTIONAL ASSISTANCE, 22 19.1 No Advertising. Prism understands that City of Miami Beach regulations strictly prohibit advertising on any part of the Program Area Facilities or the Program Area, and expressly agrees not to conduct any advertising hereunder unless expressly approved in writing by the City, in the City's sole and absolute discretion. 19.2 Promotional Assistance. At the sole option and discretion of the City Manager, the City may place a link to any website maintained by Prism, including for users to reach Prism and/or learn more information about the Program. Prism agrees to place a link for the City of Miami Beach on its website to inform users of the City Property locations for the Program. At the City's request, Prism shall remove the link or any reference to the Program or City Property locations. Both the City and Prism agree to make good faith efforts to promote the use of the Program within the City of Miami Beach under the terms of this Agreement. Any placement of advertisement or other form of promotion of the Program, including City Property locations which are the subject of the Program, shall be subject to the prior written approval of the City Manager. SECTION 20. NO IMPROPER USE. Prism will not use, nor suffer or permit any person to use in any manner whatsoever, any Program Areas or Facilities thereon, for any illegal, improper, immoral or offensive purpose, or for any other purpose in violation of any Federal, State, County, or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. Prism will protect, indemnify, and forever save and keep harmless the City, its officials, employees, contractors, and agents from and against damage, penalty, fine, judgment, expense or charge suffered, imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or regulation occasioned by any act, neglect or omission of the Prism, or any official, director, agent, contractor, or servant regarding the Program. In the event of any violation by Prism, or if the City or its authorized representative shall deem any conduct on the part of Prism to be objectionable or improper, the City shall have the right to suspend program operation should Prism fail to correct any such violation, conduct, or practice to the satisfaction of the City Manager or Contract Manager within twenty-four (24)hours following written notice of the nature and extent of such violation, conduct, or practice. Such suspension to continue until the violation is cured to the satisfaction from the City Manager or Contract Manager. SECTION 21. NOTICES, Any notice required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent recognized overnight courier service as follows: If to PRISM: Prism Creative Group, LLC 23 • Attention: Isabella Acker 8325 NE 2nd Avenue, #211 Miami, Florida 33138 E-mail: Isabella@prismcreativegroup.com If to the CITY: City of Miami Beach Attention: Matt Kenny, Director Tourism and Culture 1755 Meridian Avenue, 51h Floor Miami Beach, Florida 33139 With copy to: City of Miami Beach Attention: City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 Notwithstanding the foregoing, the City expressly authorizes Prism to notice its designated Contract Manager, the City of Miami Beach Tourism, Culture and Economic Development Director, with a mailing address of 1755 Meridian Avenue, 5th Floor, Miami Beach, Florida 33139 (referred to herein as the Contract Manager) with regard to all matters pertinent to this Agreement, except with respect to any alleged defaults, which will require notice to the parties set forth in Section 21. SECTION 22. LAWS. 22.1 Compliance. Prism shall comply with all applicable City, County, State, and Federal ordinances, statutes, rules and regulations, including but not limited to all applicable environmental City, County, State, and Federal ordinances, statutes, rules and regulations. 22.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any civil action arising in any way from this Agreement or the activities of the parties under this Agreement shall be brought only in a court of competent jurisdiction located in Miami-Dade County, Florida. 22.3 Equal Employment Opportunity. Neither Prism nor any affiliate of Prism performing services hereunder, or pursuant hereto, will discriminate against any employee or applicant for employment because of race, creed, sex, color, national origin, sexual orientation, and disability(as defined in Title I of ADA). Prism will take affirmative steps to utilize minorities and females in the work force and in correlative business enterprises. 22.4 No Discrimination. Prism agrees that there shall be no discrimination as to as to race, color, national origin, 24 religion, sex, intersexuality, sexual orientation, gender identity, marital and familial status, or age, or handicap, in the operations referred to in this Agreement; and, further, there shall be no discrimination regarding any use, service, maintenance, or operation within the Program Areas. All operations and services offered in the Program Areas shall be made available to the public, subject to the right of Prism and the City to establish and enforce reasonable rules and regulations to provide for the safety, orderly operation, and security of the Program Areas and improvements and equipment thereon. Additionally, Prism shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. SECTION 23. MISCELLANEOUS. 23.1 No Partnership. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between the City and Prism. 23.2 Modifications. This Agreement cannot be changed or modified except by Agreement in writing executed by all parties hereto. Prism acknowledges that no modification to this Agreement may be agreed to by the City unless approved by the Mayor and City Commission except where such authority has been expressly provided herein to the City Manager or Contract Manager. 23.3 Complete Agreement. This Agreement, together with all exhibits incorporated hereto, constitutes all the understandings and Agreements of whatsoever nature or kind existing between the parties with respect to Prism's operations, as contemplated herein. 23.4 Headings. The section, subsection, and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. 23.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and 25 their respective successors and permitted assigns. 23.6 Clauses. The illegality or invalidity of any term or any clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and effect as if such illegal or invalid term or clause were not contained herein unless the elimination of such provision detrimentally reduces the consideration that either party is to receive under this Agreement or materially affects the continuing operation of this Agreement. 23.7 Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable, or shall become a violation of any local, State, or Federal laws, then the same as so applied shall no longer be a part of this Agreement but the remainder of the Agreement, such provisions and the application thereof to other persons or circumstances, shall not be affected thereby and this Agreement as so modified shall. 23.8 Right of Entry. The City, at the direction of the City Manager, shall at all times during hours of operation, have the right to enter into and upon any and all parts of the Program Area(s) for the purposes of examining the same for any reason relating to the obligations of parties to this Agreement. 23.9 Not a Lease. It is expressly understood and agreed that no part, parcel, building, facility, equipment or space is leased to Prism, that it is offering professional services and not a lessee; that Prism's right to operate the program area shall continue only so long as this Agreement remains in effect. 23.10 Procedure for Approvals and/or Consents. In each instance in which the approval or consent of the City Manager or Contract Manager is allowed or required in this Agreement, it is acknowledged that such authority has been expressly provided herein to the City Manager or Contract Manager by the Mayor and City Commission of the City. In each instance in which the approval or consent of the City Manager or Contract Manager is allowed or required in this Agreement, Prism shall send to the City Manager a written request for approval or consent (the "Approval Request"). The City Manager or Contract Manager shall use reasonable efforts to provide written notice to Prism approving of consent to, or disapproving of the request, within thirty (30) 26 days from the date of Approval Request (or within such other time period as may be expressly set forth for a particular approval or consent under this Agreement). However, the City Manager or Contract Manager's failure to consider such request within this time provided shall not be deemed a waiver, nor shall Prism assume that the request is automatically approved and consented to. The City Manager or Contract Manager shall not unreasonably withhold such approval or consent. This subsection shall not apply to approvals required herein by the Mayor and City Commission. 23.11 No Waiver. It is mutually covenanted and agreed by and between the parties hereto that the failure of the City to insist upon the strict performance of any of the conditions, covenants, terms or provisions of this Agreement, or to exercise any option herein conferred, will not be considered or construed as a waiver or relinquishment for the future of any such conditions, covenants, terms, provisions or options but the same shall continue and remain in full force and effect. A waiver of any term expressed herein shall not be implied by any neglect of the City to declare a forfeiture on account of the violation of such term if such violation by continued or repeated subsequently and any express waiver shall not affect any term other than the one specified in such waiver and that one only for the time and in the manner specifically stated. The receipt of any sum paid by Prism to the City after breach of any condition, covenant, term or provision herein contained shall not be deemed a waiver of such breach, but shall be taken, considered and construed as payment for use and occupation, and not as rent, unless such breach be expressly waived in writing by the City. 23.12 No Third Party Beneficiary. Nothing in this Agreement shall confer upon any person or entity, including, but not limited to sub-contractors, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies by reason of this Agreement. 23.13 No Lien. In the event any notice or claim of lien shall be asserted against the interest of the City on account of or arising from any work done by or for Prism, or any person claiming by, through or under Prism, or for improvements or work, the cost of which is the responsibility of Prism. Prism agrees to have such notice or claim of lien cancelled and discharged within fifteen (15) days after notice to Prism by City. In the event Prism fails to do so, City may terminate this Agreement for cause without liability to City. SECTION 24, LIMITATION OF LIABILITY. The City desires to enter into this Agreement placing the operation and management of the Program Area(s) in the hands of a private management entity only if so doing the City can place a limit on its liability for any cause of action for breach of this Agreement, so that its liability for 27 any such breach never exceeds the sum of Ten Thousand ($10,000.00) Dollars. Prism hereby expresses its willingness to enter into this Agreement's Ten Thousand ($10,000.00) Dollars limitation on recovery for any action for breach of contract. Accordingly, and in consideration of the separate consideration of Ten Thousand ($10,000.00) Dollars, the receipt of which is hereby acknowledged, the City shall not be liable to Prism or damages to Prism in an amount in excess of Ten Thousand ($10,000.00) Dollars, for any action for breach of contract arising out of the performance or on-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of limitation placed upon the City's liability as set forth in Florida Statutes, Section 768.28. SECTION 25. VENUE. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami- Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any and all the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. CITY AND PRISM HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT CITY AND PRISM MAY HEREIN AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM AREA(S). SECTION 26. CONFLICT OF INTEREST. Prism agrees to adhere to and be governed by the Miami-Dade County Ethics and Conflict of Interest laws, as same may be amended from time to time, and by the City of Miami Beach Charter and Code, as same may be amended from time to time, in connection with the performance of the Services. Prism covenants that it presently has no interest and shall not acquire any interest, direct or indirectly, which would conflict in any manner or degree with the performance of the work and services contemplated in this Agreement. Prism further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by Prism. SECTION 27. FLORIDA PUBLIC RECORDS LAW. 27.1 Pursuant to Section 119.0701 of the Florida Statutes, if PRISM meets the definition of "Contractor" as defined in Section 119.0701(1)(a), PRISM shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or 28 copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency; (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 27.2 REQUEST FOR RECORDS; NONCOMPLIANCE. (a) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request, and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. (b) If a contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. (c) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under s. 119.10. 27.3 CIVIL ACTION. (a) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: a. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. (b) A notice complies with subparagraph (a)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (c) A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 29 27.4 IF PRISM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PRISM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 SECTION 28. PROHIBITIONS REGARDING EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES OR PLASTIC STRAWS. Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in connection with any City contract, lease, professional services agreement or Special event permit. Additionally, pursuant to Section 82-385 of the City Code, as may be amended from time to time, no polystyrene food service articles will be allowed in the right-of-way, and no polystyrene food service articles can be provided to sidewalk café patrons. Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion-blown molding (extruded foam polystyrene). Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. Prism agrees not to sell, use, provide food in, or offer the use of expanded polystyrene food service articles at the Program Area or in connection with this Agreement. Prism shall ensure that all vendors operating in the Program Area abide by the restrictions contained in this Section 27. A violation of this section shall be deemed a default under the terms of this Agreement. This subsection shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Prism or its vendors. Additionally, Prism agrees to comply(and ensure compliance by its vendors)with Section 46-92 (c) of the City Code, which states that it is unlawful for any person to carry any expanded polystyrene product onto any beach or into any park within the City or for any business to provide plastic straws with the service or delivery of any beverage to patrons on the beach. 30 SECTION 29. AGREEMENT WITH COCA-COLA BEVERAGES FLORIDA, LLC. This Agreement is subject to that certain agreement between the City and Coca-Cola Bottling, commencing on September 1, 2011 and expiring on September 1, 2021, attached hereto as Exhibit F to be the exclusive provider of non-alcoholic beverages in connection with certain Facilities (as defined therein), which includes the City Properties which are the subject of this Agreement. As such, Prism may only purchase, from the City's vendor, the Coca-Cola brand beverages, as more particularly set forth in the Product List, attached hereto as Exhibit F. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 31 IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed, all as of the day and year first above written, indicating their Agreement. FOR CITY: Attest: CITY OF MI BEACH, FLORIDA 4Ra ael . ranado, ity lerk imiL. Tr• =., ity Manager • ' q h Date: l cs �3 9 I- S g� p444h FOR PRISM: y* ..JNCORP ORATED•` (r) Attest: N(3) ; c-,1 HE rttISMMUSIC GROUP, INC, a Florida for profit corporation Isabella Acker Print Name and Title Print Name and Title Date: October 9, 2019 APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION (--Y\14:06),(- \./,V'‘ City Attorney p p Date 32 List of Exhibits Exhibit A—Program Service Zone Exhibit B —Site Plan for Program Areas Exhibit C— NOT USED Exhibit D- Cultural Programming and Schedule Exhibit E— Payment Schedule Exhibit F- Coca Cola Agreement 33 Exhibit A Program Service Zone North Beach Bandshell Programming to take place between 72nd and 73`d Street (excluding Collins Avenue, which shall remain o•en for vehicular traffic at all times) +•,,., Is., i _ jr. X ....x `11_.. , .; 1' - A .a ok it • .-... ,3r St NOP , , A �V .. - — 1 ' ►,orn :e- hB,.nosiell Miami IN ach ,a C,1tn.7 oy, 11 • ,30111v 0,4,.. k ' 1 it, ,v* ,1 . P ) 7 1 • 1. • ire ' , N t. t 72nd St 7--.' .... „,...., .,,,ir , . Rue Vendome Plaza Programming Location 4.4 . . h 415. 1 Zji‘ r w. Niol ids • ► j' v, I * moo. \ •. ��)- 1 35 Exhibit B Site Plan for Program Areas 36 Date: 10-13-19 P Pumpkin Fest sponsored by Time: Ilam 4pm Load In Time: 8am-llam City of Miami Beach Load Out Time: Spm - 6pm Reserved Parking: it —. ' 4,1 , II4vet 4 . ,.6....v.4, -r II I.F • , i _ , i . ,, . ,....ir„ .. ..'111., r as + I - 1' 4 ,t,,/,‘ vIt " {4 S `, `- ,igniwir. ,,,,, . 1 . ...4.- ili -.4 .414.7ticip0000. r. "ff a. w6 /'i. „K+y' , " a 1r. ity,y 4 • • • • r M + \,,i - / � :� .r rrrnarcry Dr',,e S r` � • _ _ . �Ver!a Lesto V • 'N• i r ,J C.T. am CCM" •r CiM Walt- Uttrr..Sow Wart X*.. Date: 12-14-19 P Milonga sponsored by Time: 6pm 10pm Load In Time: 3pm-6pm City of Miami Beach Load Out Time: 10pm - 11:30pm Reserved Parking: # yr t w• . gyp. ':i:,% -�'�.r . i it Y .h .� t * 4411'..a a.;tit.:44-1.; ' A4Nj w.. � •• * as •*r t P sit :� � y , .R , , , r.. . , 4... �� zr. . c _ _ _ t ., \ - liak N 4 ' dki• A ... _ , -........, iiiik t ,,.. . .,•r2. f ' :'° ' ti , ' y i //z/ ao m•ndrOrne3 f % r AL..' i.'r Vena Mee Ln - •1111 ... ,- � + v illeyball sponsored by City of Miami Beach Date:1-18-2020 Time: 2pm - 6pm P Beachsde Vo Load In: 10am - 2pm Load Out: 6pm - 8pm Reserved Parking: . „ . , ,,. . . k. A. le t.), i% . • '4 0. . • '4 -t • - ; .0 . . '•••*A' -16,0 v ,-*. - in,- .:,,' ? , , ...: -.74-lit• -, ' 4, ',.., ...et- , .., - - -:it -1-134, zo- - - .• : -"Ir"'*' 'Ir....‘ ' k ' ' - *. i ' • . .i.4 `:,-. ''-‘4s 4 , 1/4.11 ,,,1,1 ---" I(ki`- - Nr • tlyt. . - , , *A i tait. 411P" I Ait iogo-4N9V, 1... .11,.. .,*4Nettir . ...• •7‘. p.ci w .. 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' • . , - i - ' —.sm.Zoll•••••:.One 0 him Immo Ana Ur*lemma' umme. 111.11LINLI6 •I TA__ Exhibit C NOT USED • 37 Exhibit D Cultural Programming and Schedule 38 Event: Fall Pumpkin Festival Venue: Rue Vendome Proposed Date: October 13th Announce Date: September 9th Proposed Time: 11 am-4pm Event Description: Ring in the beautiful season with this all-day Fall Pumpkin Festival on Rue Vendome at the North Beach Foundation. Start the day with a revitalizing yoga flow under the oak shade. Enjoy two sets of live music throughout the day provided by local singer-songwriters. As you jam, peruse a curated selection of artisans and food vendors each offering a different pumpkin-themed item. Engage in fun fall activities like pumpkin carvings, kids crafts, pumpkin patches and more. #calbazzafordays#pumpspiceeverything Event: Milonga at The Fountain Venue: Rue Vendome Proposed Date: December 14th Announce Date: November 7th Proposed Time: 6pm-9pm Event Description: We're transforming the beautiful Normandy Fountain on Rue Vendome into Buenos Aires for a Milonga Under the Stars! Join us in a full Latin immersion featuring sultry Tango music and dance.Experience a Tango class and performance, al fresco, by True Tango featuring traditional Argentinian cultural sounds. Enjoy delicious Tango-inspired cuisine and classic dishes, including choripan and of course, regional libations. Event: Sunset Beach Volleyball & BBQ Venue: Bandshell courts Proposed Date: January 18th Announce Date: Dec 10th Proposed Time: 2pm-6pm (need to check sunset time) Event Description: It's time to take in the perfect weather that comes during a Miami winter with an epic sunset Beach Volleyball Bash. We're taking over the North Shore Community Center beach volleyball courts in true sand-loving tradition, so it's time to get your team together and partake in friendly games. While you watch the games, enjoy other fun activities like beachside meditation &yoga, wellness-themed pop-ups & activations, and DJ sets by local favorites. Enjoy BBQ cookouts by beloved eateries, refreshing sips, and delicious lounges to ease both the loses and the victories. Winners will receive a special, curated bundle with tickets and discounts from North Beach businesses. Event: Manu Chao Tribute ft Javier Garcia Venue: North Beach Bandshell Proposed Date: Wed, April 22nd Announce Date: March 8th Proposed Time: 3 hrs Event Description:Live Manu Chao Tribute with Latin Grammy Nominated Artist Javier Garcia will make an appearance. Astral and astrological artisans are expected, as well as everything magical from psychics, tarot, aura readers, live poets and more at this unique Tribute. Exhibit E Payment Schedule Compensation and Schedule of Payments North Beach (Total Compensation $44,500) City shall pay Prism the total sum of Forty-Four Thousand Five Hundred Dollars and No Cents ($44,500.00)for Program services in North Beach at The North Beach Bandshell and Rue Vendome Plaza, contemplated in the Agreement as follows: Payment#1- Twenty-Two Thousand Two Hundred Fifty Dollars and No Cents ($22,250.00) to be paid upon the signing of the Agreement. Payment #2- - Twenty-Two Thousand Two Hundred Fifty Dollars and No Cents ($22,250.00) To be paid upon completion of all programming activities in North Beach, as outlined in the Agreement. 39 Exhibit F Coca Cola Agreement 41 • Exhibit 8 The term "Special Promotional Events" ("Event") shall mean and is limited to the following: concerts; theatrical or comedic performances; conventions; trade shows; religious events; athletic events; or other special events occurring at a Facility that meet the following requirements: (i) they are sponsored by a manufacturer, distributor, or marketer of Competitive Products under a master sponsorship agreement with the owner or operator of the subject Event (including, without limitation. a concert or theatrical production company, or a trade show or convention production company, but NOT including in any instance the City or its affiliates or agents); (ii) they are conducted on a national or regional multi-market basis; (iii)they are NCAA collegiate championship athletic events; and, (iv) the event sponsorship agreement referred to in subsection (i) above requires on-site temporary signage for Competitive Products. The term "Special Promotional Events Exceptions' shall refer to those exceptions granted under the Agreement, for each Agreement year, to permit the following fifteen (15) Special Promotional Events at the following Facilities: (i) four (4) events at the Miami Beach Golf Club; (ii) four (4) events at the Normandy Shores Golf Club (The Miami Beach Golf Club and Normandy Shores Golf Club may also be referred to collectively herein as 'Golf Courses");(iii) three (3) events at the Miami Beach Convention Center ("Convention Center"); and (iv) four(4) City Approved major Sponsorship Public Special Events (as defined below); provided, however, that the number limitation for City Approved Major Sponsorship Public Special Events shall be revisited and reviewed by the paries, in good faith et the conclusion of the third Agreement Year a. Golf Courses and Convention Center/Special Promotional Events Exception. in any Agreement Year. temporary signage (such as, but not limited to, banners) for Competitive Products may be displayed at each of the Golf Courses during up to four (4) Special Promotional Events, and during up to three (3) Special Promotional Events at the Convention Center ; PROVIDED. HOWEVER, that, (i) Sponsor's Beverage availability, marketing, advertising, promotional, and other rights under this Agreement will not otherwise be affected during any such Event; (ii)Competitive Products may be distributed at no cost, but no Competitive Products v,vill be sold or 'otherwise made available during the Event(except as permitted in this exception); (iii) no blockage of any signage or other trademark/service mark display Sponsor may have at the Facility will occur during the Event, except for incidental blockage due to the construction and/or placement of a person, stage or other structure necessary to and actually used during the Event: or, in the case of NCAA championship events , religious events or political conventions where no advertising is allowed and all advertisers are treated equal with all signage covered in the seated area of the Facility: (iv) all temporary signage for Competitive Products will be promptly removed from the Facility upon the conclusion of the Event; and (v) at no time will the Competitive Products make any statements, or use any temporary signage, that uses the • trademarks/service marks of the City of Miami Beach, South Beach, Golf Courses or the Convention Center, r:cr in any way associate these Competitive Products with the City of Miami Beach, "South Beach," the Golf Courses, or the Convention Center. The Special Promotional Events at the Golf Clubs and the Convention Center must occur over a period of no more than twenty-four (24) hours. The N'ienty-four hours does not include set up or tear down time required, or NCAA Championship events or political conventions which may exceed the aforestated time limitation. The Convention Center may use the three one day 17 • (one clay = twenty-four hours) in the aggregate in each Agreement Year during the Term. Aggregate, as used in this paragraph, shall mean the total of twenty-four hours multiplied by the total number of Special Promotional Events permitted, as provided for:herein. For • ' example purposes only. the Miami Beach Convention Center are provided three Special Promotional Event Exceptions per Agreement Year. As such,the three Special Promotional Events may occur in the Miami Beach Convention Center for a total of 72 hours in an • Agreement year(24 hours x 3 events=72 hours/year). • • b. City Approved Major Sponsorship Public Special Events/Special Promotional Events Exception, in any Agreement Year, temporary signage (such as, but not limited to, banners) for Competitive Products may be displayed during up to four (4) Special Promotional Events for City Approved Major Sponsorship Public Special Events. The term `City Approved Major Sponsorship Public Special Event" shall refer to a City-approved public event (i.e. where public access is allowed either via no cost or via pre-purchased ticket) held on City property, and permitted pursuant to the City's approved Special Event Permit process, as same may be amended from time to time during the Term of this Agreement (for example purposes only, this may include, but not be limited to events such as Super Bowl Pepsi Jam and Red Bull Illume); and may also Include an event sponsored by a manufacturer, distributor or marketer of Competitive Products pursuant to a sponsorship agreement with the owner, operator or promoter of the event; an event conducted on a national or regional multi-market basis; and/or an event where a Competitive Product is the naming, presenting, title, brought to you by, or other primary sponsor of the Event. Temporary signage for Competitive Products at City Approved Major Sponsorship Public Events may be displayed as an Event "naming sponsor", Event `presented by"sponsor, Event°brought to you by" sponsor, or as a sponsor represented as a `Gold" or "Platinum" (or such other equivalent) sponsor of the Event; PROVIDED, HOWEVER; that: (i) Sponsor's Beverage availability, marketing. advertisino. promotional and other rights under this Agreement will not otherwise be affected during any-such Event; • (ii) no blockage of any signage or other trademark/service mark display Sponsor may have at the Facility will occur during the Event, except for incidental blockage due to the construction and/or placement of a person, stage or other structure necessary to and actually used during the Event; or, in the case of NCAA championship events, religious events or political conventions where no advertising is allowed and all advertisers are treated equal with all signage covered in the seated area of the Facility; and (iii) all temporary signage for Competitive Products will be promptly removed from the Facility upon the conclusion of the Event. At no time will the Competitive Products make any statements or use any temporary signage that uses the trademarks/service marks of the City of Miami Beach, "South Beach," or the Facilities, or in any way associate these Competitive Products with the City of Miami Beach Facilities. Notwithstanding the above. Competitive Products may be distributed, sampled or made available during a City Approved Major Sponsorship • Public Special Event for which there is a Special Promotional Events Exception. Such distribution, sampling or availability shall occur ONLY within the approved site plan for the event. However, should concession service (sales) for any non-alcoholic beverage other than Products be required or necessary for the event,and there are no existing concessions at the location of the City Approved Major Sponsorship Public Special Event for which there is a Special Promotional Events Exception, the City Manager shall submit a letter to Sponsor requesting that Sponsor grant a waiver to permit such sale at the Event; outlining the details of the exception and the business reasons for the request and such.request shall require Sponsor's prior written approval. Sponsor reserves the right to. not approve the limited waiver for this purpose. Sponsor will notify the City Manager of whether the request for waiver will be approved within twenty (20) business days of Sponsor receiving the City Manager's letter. - l8 • • • The Special Promotional Event Exception for a City Approved Major Sponsorship Public Special Event must occur over a period of no more than seventy-two (12) hours. The seventy-two hours does not include set up or tear down time required, or NCAA Championship events or political conventions which may exceed the aforestated time limitation. The seventy-two hours may be used in the aggregate In each Agreement Year during the Term. Aggregate, as used in this paragraph,shall mean the total of seventy-two • hours multiplied by the total number of Special Promotional Events Exceptions, as provided for herein. As such, the four Special Promotional Events may occur on public property for a total of 288 hours in an Agreement year(72 hours x 4 events=288 hours/year). c. Other permitted Exceptions. Exhibitors at Conventions or trade shows, or third party exhibitor set ups at Facilities shall have the right to serve Competitive Products within their booth provided that same is limited to the duration of the corresponding event and, provided further, that the Competitive Products are not marketed, advertised or promoted in association with the City of Miami Beach and/or the Facilities, and their respective trademarks. For example purposes only, a Cadillac booth at the Auto Show in the Convention Center would be allowed to give away bottled water with the Cadillac Logo. Notwithstanding, Sponsor's Products would continue to be the only Products allowed to be sold, distributed or sampled at the Facility's concession operations. • d. Competitive Beverages may also be permitted to be distributed, at no cost, at third party events that are not affiliated with the City', but where the City has permitted the event through the issuance of a City of Miami Beach Special Events Permit, subject to the City's notification to Sponsor prior to the event; and, provided further, that the third party event • operator is not a manufacturer, distributor or seller of a Competitive Product; that the • Competitive Products are not marketed, advertised or promoted in association with the City of Miami Beach or the Facilities, and their respective trademarks; that no Competitive Products will be sold during such event; and that the distribution of the Competitive Product is limited to Special Event Permit Area.(as such term is defined in the City's Special Event • Permit Guidelines, as same may be amended form time to time through the Term of this Agreement). For example purposes only, a third party event contemplated under this paragraph might include, but not be limited to, a walkathon or marathon where one of the event sponsors might request to be permitted to distribute free bottled water to the event participants. Notwithstanding the above, Sponsor shall have first right of refusal to provide donated Beverages through a sponsorship agreement to the non-profit events,.permitted by the City through the issuance of a City of Miami Beach Special Events Permit, known as the White Party, Winter Party and Miami Beach Pride (based on the level of non-alcohoiic Beverages provided for the White Party, Winter Party and Miami Beach Pride events in • . 2012.) for the sale of these Beverages by these three (3) events as part of their annual • charity fundraisers. If Sponsor elects to participate, Sponsor will notify the organizer six (6) months prior to start date of White Party,Winter Party and Miami Beach Pride events. If at any time during the Term the Sponsor cannot or does not provide donated non-alcoholic • Beverages through a sponsorship agreement to these three (3) non-profit events for this purpose, these three (3) events'shall be permitted to secure Competitive Products for use • and sale consistent with the use and sale of non-alcoholic Beverages in the 2012 White Party, Winter Party and Miami Beach Pride events. • • Per Section 9 of Term Sheet, No Competitive Products may he sold, dispensed, sampled or served • anywhere at the Facilities, or on the City's public rights-of-ways, unless otherwise expressly spelled • out in the Agreement. In Pricing - Bottle/Cans August 1, 2018-July 31, 2019 ,--4 p „2:_ls,,, ...,,_ ,..:,• Proposed Product Type', ••..• PacktSize . 2018. '.;• .. ...,:t. .*:,-..:.; ,-..;;,,:z.:,..,),...11..,.-:.......;;;:-.:.,•:;::..": ....1.,,,,,.....,..:, ::. , Case Price .1 Carbonated Soft Drinks Bottles Dasani Water 24/20oz $14.24 Fuze Tea/MM Refreshments 24/20oz 24/20oz $23.49 $23.49 . z.......; 7-• A- -T u..8.8 [>,' ., Pktst.:ta";A ......=. • Carbonated Soft Drinks Cans 24/12oz $12.45 a rvinsm ......- Glaceau Vitamin Water 24/20oz $35.53 ..T•ve•-• Glaceau Vitamin Water Zero 24/20oz $35.53 Weva431 .,• PowerAde 24/20oz $25.00• • , . . •-•-,?"-?' Minute Maid Juices 24/12oz $30.74 . . .. ..M. Energy Drinks(Monster,NOS,Full Throttle 24/16oz $44.74 10 •ift-luck Dasani Water 24/12oz $11.69 2 . ,..-4 lit:"TN Fi Carbonated Soft Drinks 1 Liter Bottles 12/1L $21.44 Coca-Cola Glass Bottles 24/8oz $21.05 •I . • .i ,:.--•.- Coca-Cola Aluminum Bottles 24/8.5oz $21.69 smartaer :---71-.- Carbonated Soft Drinks 2 Liter 8/21. • $16.25 Gold Peak Tea 12/18oz $18.41 Minute U.T3 Honest Tea 12/16oz $16.58 CO2 Tank 2016 tank $29.59 wri,in . . . • - . . .. . _ Please note that annual price increase goes-into effect August 1:2018 MIAMIBEACH •Confldenlial- . ., • • 4p I:,i ',.'e ! •h`.x•.Y,;t,ry-e1'••y•••.'• is 4. 'e.,. •.v 1, • . .le •,• ,....,..-1, - :i:zI:'.. • . f ••. •j ....+ • '• • ORDERS/SERVICE rl i 'il/ 1 888-204-2653(COKE) . ta bil A* CARBONATED SOFT DRINKS j�5: mfig . `X�, r h^'•' 24/8oz,PROPRIETARY BOTTLES ,1 t 17 CO' CORE RE•BREE iRE) 0,f) i1' { ': COCA-COLA,DIET COKE,SPRITE • 'P0 Po!�'_'- LK°- .. I r 1 Y"`' :k'1 C 9 kiftii-r--1,:',-, •,2i;4'4124. rt?ilOri •• 1 Feral ;( n 1:; I' CORE POWER 11.5oz : CHOCOLATE,VANILLA,LIGHT STRAWBERRY BANANA,LIGHT CHOCOLATE,BANANA ••*� die °"D.; 24/7.50Z MINI-CAN I'" t 24/10oz.BOTTLES •` y�'' SEAGRAMS GINGER ALE,TONIC,CLUB SODA, COKE,COKE ZERO,DIET COKE,SPRITE,FANTA ORG,ALE 24/20oz.PROPRIETARY BOTTLES � COCA-COLA, COCA-COLA ZERO,DIET COKE, CAFFEINE FREE DIET COKE,CHERRY COKE,SPRITE,SPRITE ,��• P='.. ZERO,BARQ'S ROOT BEER,PIBB XTRA,FANTA ORANGE,FANTA PINEAPPLE,FANTA GRAPE,FANTA 'a 4111 !L.,..b STRAWBERRY, CHERRY COKE ZERO,VANILLA COKE, MELLO YELLO,SEAGRAMS ALE .� •- w '-: :rca 47 12/1 LITER BOTTLES(PROPRIETARY BOTTLES, • +, COCA-COLA,DIET COKE,SPRITE,SEAGRAMS GINGER ALE, R.f' i ;) TONIC,CLUB SODA. f I `.P7f) by 8/2 LITER BOTTLES COCA-COLA,COCA-COLA ZERO,CAFFEINE FREE CLASSIC,DIET COKE, CAFFEINE FREE DIET COKE,CHERRY UIIWI COKE,SPRITE,DIET SPRITE ZERO,FUZE W/LEM, BARQ'S ROOT BEER,SEAGRAMS GINGER ALE,FANTA l.,-;:'...ss e ORANGE,FANTA GRAPE, FRESCA, '� •' f`... ; 3%JUICE: MINUTE MAID LEMONADE. ba. �.i 24/12oz.CANS - - � COCA-COLA,COCA-COLA ZERO,CAFFEINE FREE CLASSIC,DIET COKE,DIET COKE WITH LIME,CAFFEINE FREE r a P-"`:j 1:'''''":!// DIET COKE,CHERRY COKE ZERO,SPRITE,SPRITE ZERO,FRESCA,FRESCA BLACKCHERRY CITRUS,FRESCA 1-7-t.;14 ' 1 k;,.� PEACH CITRUS,TAB,DIET BARQ'S ROOT BEER, FUZE LEMON,DIET FUZE W/LEM, PIBB XTRA,SEAGRAMS CLUB SODA,TONIC WATER,GINGER ALE,FANTA GRAPE,FANTA ORANGE,FANTA ORANGE ZERO,VANILLA COKE, /u w ^ VANILLA COKE ZERO,MELLO YELLO. !s'•,.''`r3%JUICE: MINUTE MAID LEMONADE,MINUTE MAID PINK LEMONADE&MINUTE MAID FRUIT PUNCH, tid ORANGEADE R. \..0 ��z , ' ,L, McCafe-13.7oz RI r.•- C-} iS CARAMEL,MOCHA,VANILLAi i i MINUTE MAID I f'=x1 t MC s 24//2.0= BOTTLES M I ORANGE,APPLE,CRAN GRAPE,CRAN APP RAS,RUBY RED,STRWPASS, � TROPICAL BLEND,PEACH MANGO _ J MINUTE MAID (FRUIT DRINKS) , o FUZE ia, Fuz 14/2Ooz BOTTLES '.,"1 '''"',4', wrtW.; -_tv.. w tz. ,c=:su rtmlo 13. 50 � " FRUIT PUNCH,LEMONADE,PINK LEMONADE, ntt••t..Uut:pral.V.• `�' ••.;;o o ' TUM-E.YUMMIES 12/10.1oz BOTTLES •`.. - • . WO :t, BIG BRY BLST,EDGY ORG BRST,EPIC APL FLIP,FRT PNCH PARTY,RED RBY ZING to ^y 71 FUZE TEAS -.1 pag SWT W/LEM,REDSTRWBRY,SWT NO LEM ���'' 4' -� tACR' 1C. ;: PEACE TEA-12/23ozCANS '7 �•RAllLEBERRY,CADDYSHACK SNO BERRY., 't., 4n P �T. I ''_u } 3"4 :. .: * GREEN TEA,SWT LEMON,TX STYLE,PEACH 4r ,I.:-....- "�i>_�t`� ORIGINS ' ` 16 oz 12 pack HUBERTS +;ts + Georgia Peach Y•'a ta._ MANGO LEMONADE,BLACKBERRY LEMONADE,WATERMELON LEM.STRAWBERRY LEM. . 4r*-": f.rr ORIGINAL LEMONADE. California Raspberry Dunkin Dunkin Donuts 13.7oz 12/cs - - Mocha -i r'� 1 24/355ML BOTTLE ' : ,Ic �,� �y i �' �l;' * s; #1444t.4:, French Vanilla ;. 1 ,Oil y�,' 1' i'l:i_+' COKE,SPRITE,FANTA ORO I %�' ` {+u• `��'•=='� -��' pommiE t U•„I Ori;inal I-II.,4.1-3;l:2.,� �... �Y-. I • ® 'J A. Es resso ti ?i••nl • F+ i.ii,. '8'=.;,a`='I: I Cookies&Cream _.... 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C, .._rte ,g..4..47- �..7: _: - b,..,,,,,„ I 1 '© 1:0 -"r c,: 1(7 t /. . . . . %.,,::„. .. .,,v � 1 ..„.Emil I•i, 1; •i;51..4 ; , vii I '6-t, = . -i=.. __ ❑ones I1OI'M.iitOD.. HONEST TEA-HONEST ADE :-.-.• �� %-"f.•:.! !., :I or �„ HONEY GREEN,POMEGRANATE BLUE,HALF AND HALF,ORANGE MANGO,PEACH WHITE, ri L7.4: ''t' GLASS:LEMON GROVE MAPLE BLACK TEA,MOROCCAN MINT GREEN TEA,JUST GREEN TEA E MINUTE MAID SPARKLING 16.9oz 1.?t Ill;c MIXED BERRY,TROPICAL CITRUS,FRUIT PUNCH,FIZZY LEMONADE GOLD PEAK TEA ,; I! 12/18.5 PLASTIC BOTTLES a LEM SWT,DIET,GREEN,UNSWTMO LEMON,SWT,LEMONADE ICED TEA —' -, c.:: .,.....,• ...,.P) '. I i E"'�i: POWERADE ION SPORTS DRINKS -� T;' 1":"i"". f gI ' 24/20oz BOTTLES ( ) * 1 . . ' ` ' )? FRUIT PUNCH,MTN BLAST,STRWBRY LEM,ORANGE,GRAPE,LEMON LIME, ~^ Da ,' 1;g•; '�•) POWERADE ZERO WITH ION4-20oz 8pk ,r.._:1 L MIXED BERRY,STRAWBERRY,GRAPE,FRUIT PUNCH - .''^.j a -%s Y��r ^�o�e1 DASANI b-:,42 _--,L. '1 1=rte, .� 1,7 24/20oz BOTTLES,24l24oz FLACAP BO?7LES 12/1 LITER BOTTLES,12/1.5 LITER BOTTLES "1,:., i,t•,I_,r.,' tt,t�.,�� 24112 oz BOTTLES DASANI DROPS 1.902-STRWKIW,PKLEM,MIXBRY,PAPPCOCO t4 J..��J,;-:+' 11 i ;Ite i° l lam' GLACEAU (VITAMIN WATER) 1`t ;74:'! ' ,(t•Pr() ' JUJI VITAMIN WATER 12oz,20oz,3202 ' _' ,,g•= � ENERGY-TROP CITRUS,ESSENTIAL-ORANGE, rF-!-�T' 4.1. ' FOCUS-KIWI STRAW,POWER C-ORAGONFRUIT,REVIVE-FRT PCH, • XXX-ACAI POM BLUEBRY DFFA.S �' M` ;�IN VITAMIN WATER ZERO-XXX-ACAI POM BLUEBRY,SQUEEZED LEMONADE,RISE ORANGE, tptat'it' MO AA •n GLOW,RISE,GO-GO MIXED BRY I�F,Mul""('�'' 1 DASANI SPARKLING ?Q, ?Pt�O* - �1 SMART WATER-200Z,700ML,1-LIT,1.5 LIT t J '91 y "e! SMART WATER SPARKLING 1 LITER y''k�r ;:•• s; • r FULL THROTTLE,BLUE AGAVE, (ENERGY DRINK-REGULAR&SUGAR FREE) — FULL THROTTLE UNLEADED (Zero Garbs) 24/16oz.CANS, c rsrs '? ,4o, �ti __ NOS j„"t ` V ;) -'•1, 24116ozCANS,REG aA k t: ;.;r ,,, - ti•.. F t* 2202 REG, 7rJ `-, A' ' hVN?r�t!14r.. .TO MONSTER-MONSTER COFFEE • -�'"-_�" 1 16oz CANS,240Z CANS,(ORIG W!NITROUS OXIDE,8.302 CANS.18.602 IMPORT,2402 , 10H II ORIGINAL,LO GARB,ABSOLUTE ZERO,ULTRA ZERO,ASSAULT,KHAOS,REHAB,REH ROJO,REH ORG,REH GRN TEA 14391� .1b, REHAB PROTEIN,BALLR BLND,DUBB,150Z JAVA MONSTER-LOCA MOCHA,MEAN BEAN ZICO(PURE COCONUT WATER) `�rp(c t•co ? $1awbA ,•_• �, t ' c i'=":, • est 12/16.9oz PLASTIC BOTTLES C;,•,t�•:r=>�, •wire..'� �l� }.`..,r•v.\.-,,•:;�: NATURAL,CHOCOLATE,JALAPENO MANGO,WATERMELON RASE. _. t'G' t ""���'` 3E/ liti sa t! ;•1o•-' :- r vi'1 y - NATURAL 12/1 LITER YUPI O.,'NATURAL,CHOCOLATE � , r;6'.+; +t IR- j7; i t.>.I DIET COKE 12oz SLEEK CANS ,• 1 ,_=•,-'-•f__ !`""`i '=•;" ='f-' , -'1 FEISTY CHERRY,TWISTED MANGO,GINGER LIME,BLOOD ORANGE (-=' 'z- `•-. 1 6." POST-MIX FLAVORS .....�i_,1 t"_bf..... Ety:kr'.OES flOY.lOh 5.0 GALLON BAG IN THE BOX Coca-Cola, Diet Coke, Sprite !ELM. VAA msr� :t ; 2.5 GALLON BAG IN THE BOX Cherry Coke, Caffeine Free Diet Coke, Coca-Cola Zero Sugar, Minute Maid Lemonade, HI-C Poppin'Pink Lemonade, Minute Maid Lemonade Light, Fanta Orange Soda,HI-C Flashin'Fruit Punch,Barq's Root Beer, Diet Sprite Zero, Seagrams Ginger Ale, Seagrams Tonic, Powerade Lemon-Lime, Powerade Mountain Blast, Powerade Fruit Punch, Southern Sun Sour Mix, Southern Sun Orange 35%, MM Orchards Best Orange Blend, MM Orchards Best Pineapple, MM Orchards Best Cranberry, MM Orchards Best Apple. 2.5GALLON BAG IN THE BOX TEA �Fuz '�gni Gold Peak Southern Style Sweet Tea, Gold Peak Unsweet Tea, =5 : ,;� Gold Peak Green Tea, Gold Peak Raspberry Tea. - FUZE Raspberry Tea, FUZE Lemon Tea, FUZE Sweet Tea, FUZE Unsweetened Tea. etai- TRADEMARK CUPS & LIDS (SIZE & QUANTITY) Cups — l6oz=1000, 24oz=1000, 32oz=480, 44oz=480 FrAKI ; Lids — 16/24oz =2000, 32oz=960, 44oz=960 • %\v, CO2 201bs Pa/ 74... >� " ►' ` Flavors may vary by market and are subject to change. ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 09/20/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Will Maddux NAME: East Main Street Insurance Services,Inc. (n"cc.PHONE Ext); (530)477-6521 1(ac.Ne): Will Maddux E-MAILESS: info@theeventhelper.com info theeventhel er.com ADDR PO Box 1298 INSURER(S)AFFORDING COVERAGE NAIC N _ Grass Valley CA 95945 INSURER A: Evanston Insurance Company 35378 INSURED INSURER B Prism Music Group INSURER C: dba Prism Creative Group/Jack Acker INSURER D: PO Box 546553 INSURER E: Surfside FL 33154 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR JNSD WWI POUCY NUMBER (MM/DDNYYY) (MM/DDNYYYI X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(EaEoNccurrence) S 100,000 X Host Liquor Liability MED EXP(Any one person) $ 5,000 A Retail Liquor Liability Y Y 3DS5468-M2592761 07/18/2019 01/19/2020 PERSONAL&ADV INJURY $ 1,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: 12:01 AM 12:01 AM GENERAL AGGREGATE _ $ 2,000,000 X POLICY n PRO- n LOC PRODUCTS $ 1,000,000 JECT OTHER: Deductible $ 1,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) E _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY _ AUTOS ONLY (Per accident) $ UMBRELLA UAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'UABILITY Y/NF-7STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ( N/A E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Certificate holder listed below is named as additional insured per attached MEGL 2217 01 19. Attendance:5000,Event Type:Vendor at Event. Waiver of Subrogation applies per attached CG 24 04 05 09. Primary/Non-Contributory wording applies per attached CG 20 01 04 13. he City of Miami Beach is included as an additional insured with respects to North Beach RFLI Events 10.13.19,12.14.19&1.18.2020 sponsored by City of Miami Beach CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Miami Beach AUTHORIZED REPRESENTATIVE 1700 Convention Center Drive / r //%W,/ � I Miami Beach FL 33139 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 3DS5468-M2592761 MARKEL® EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): City of Miami Beach 1700 Convention Center Drive Miami Beach,FL 33139 A. Section II—Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule of this endorsement, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by the acts or omissions of any insured listed under Paragraph 1. or 2.of Section II—Who Is An Insured: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain unchanged. MEGL 2217 01 19 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. POLICY NUMBER: 3DS5468-M2592761 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: 3DS5468-M2592761 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1